ONAR Holding (OTCQB: ONAR) lifts authorized common stock to 1B

Rhea-AI Filing Summary

ONAR Holding Corporation reported that it amended its Articles of Incorporation, effective September 29, 2025, to increase the authorized number of common shares from 450,000,000 to 1,000,000,000. This change expands the number of shares the company may issue in the future but does not itself issue any new shares.

The amendment was first approved by the board of directors on July 30, 2025, subject to stockholder approval, and then approved by written consent representing approximately 83.5% of the voting power of the outstanding common stock. The full text of the certificate of amendment is filed as an exhibit to the report.

Positive

• None.

Negative

• Authorized shares more than doubled, significantly increasing the company’s ability to issue additional common stock in the future, which could dilute existing shareholders if used for new issuances.

Insights

Equity structure and governance analyst

ONAR greatly expands its authorized share count, increasing future issuance capacity.

ONAR Holding Corporation amended its Articles of Incorporation to raise authorized common stock from 450,000,000 to 1,000,000,000 shares. This step changes the company’s capital structure framework by allowing a much larger pool of shares that can be issued in future financings, acquisitions, equity compensation or other corporate purposes.

The amendment followed corporate approvals: the board of directors acted on July 30, 2025, subject to stockholder approval, and written consents representing approximately 83.5% of the voting power of outstanding common stock later approved it. Such a high approval percentage suggests broad support among voting holders for the increased flexibility.

While no new shares are issued by this action alone, the higher authorization gives the company more room to create additional shares later, which could dilute existing holders if used for equity issuance. The specific timing, size and purpose of any future issuances are not detailed in this report and would depend on later decisions and disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 29, 2025

ONAR Holding Corporation

(Exact name of registrant as specified in its charter)

Nevada		00-56012		47-2200506
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

990 Biscayne Blvd, 5th Floor Miami, FL 33132

(Address of principal executive offices)

Registrant’s telephone number, including area code (213) 437-3081

____________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ONAR		OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective September 29, 2025, ONAR Holding Corporation (the “Company”) amended its Articles of Incorporation (as amended, the “Articles of Incorporation”) to increase the authorized number of shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company from 450,000,000 shares to 1,000,000,000 shares (the “Amendment”).

As previously disclosed in the Company’s Definitive Information Statement, as filed with the United States Securities and Exchange Commission on Schedule 14C on August 20, 2025, the Amendment was approved by the Company’s board of directors on July 30, 2025, subject to stockholder approval, and subsequently approved by written consent of approximately 83.5% of the voting power of the Company’s outstanding Common Stock.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

The information reported in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to Articles of Incorporation of ONAR Holding Corporation, dated September 29, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ONAR Holding Corporation
	(Registrant)
Date: October 2, 2025	By:	/s/ Claude Zdanow
	Name:	Claude Zdanow
	Title:	Chief Executive Officer

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FAQ

What change did ONAR (ONAR) make to its capital structure?

ONAR Holding Corporation amended its Articles of Incorporation to increase its authorized common stock from 450,000,000 shares to 1,000,000,000 shares.

Does ONAR’s increase in authorized shares mean new shares were issued?

No. The amendment only raises the maximum number of common shares the company is authorized to issue; it does not itself issue any new shares.

When did ONAR’s amended Articles of Incorporation become effective?

The amendment to increase authorized common stock became effective on September 29, 2025.

How was the ONAR share increase approved by stockholders?

The amendment was approved by written consent representing approximately 83.5% of the voting power of ONAR’s outstanding common stock, following prior board approval.

Where can investors see the full text of ONAR’s amendment?

The full text is in the Certificate of Amendment to Articles of Incorporation, filed as Exhibit 3.1 to the report.

What stock exchange does ONAR’s common stock trade on?

ONAR’s common stock trades on the OTCQB market under the symbol ONAR.